United States District Court, D. Massachusetts
MEMORANDUM OF DECISION
ZOBEL, SENIOR UNITED STATES DISTRICT JUDGE
Forward Financing, LLC, provides cash advances to merchant
businesses in exchange for interest in future accounts and
receivables. Defendant, Business GPS, LLC, provides debt
negotiation and mitigation services.
alleges in a two-count complaint that defendant tortiously
interfered with its client contracts (Count I) and that this
conduct constituted unfair and deceptive business practice
under Massachusetts General Laws chapter 93A, § 11
(Count II). Defendant has moved for summary judgment as to
requires its clients to enter “Future Sales Receipts
Agreements” with its clients, pursuant to which it
provides immediate cash advances in exchange for a percentage
of the clients' daily business receipts. These payments
continue until the first of either the contract's
expiration or the repayment to plaintiff of an agreed-upon
and defendant share twelve clients identified in the
complaint. Defendant admits that it worked with these clients
to renegotiate their debt to plaintiff, but denies that its
conduct rose to the level of tortious interference or any
unfair and deceptive business practice.
judgment is appropriate when the moving party “shows
that there is no genuine dispute as to any material fact and
the movant is entitled to judgment as a matter of law.”
Fed.R.Civ.P. 56(a). “An issue is ‘genuine'
for purposes of summary judgment if ‘the evidence is
such that a reasonable jury could return a verdict for the
nonmoving party,' and a ‘material fact' is one
which ‘might affect the outcome of the suit under the
governing law.'” Poulis-Minott v. Smith,
388 F.3d 354, 363 (1st Cir. 2004) (quoting Hayes v.
Douglas Dynamics, Inc., 8 F.3d 88, 90 (1st Cir. 1993)).
The court reviews the record in the light most favorable to
the nonmoving party. Podiatrist Ass'n, Inc. v. La
Cruz Azul De P.R., Inc., 332 F.3d 6, 13 (1st Cir. 2003).
Count I: Tortious Interference
prove tortious interference with contract, plaintiff must
establish that “(1) [it] had a contract with a third
party; (2) the defendant knowingly interfered with that
contract ...; (3) the defendant's interference, in
addition to being intentional, was improper in motive or
means; and (4) the plaintiff was harmed by the
defendant's actions.” O'Donnell v.
Boggs, 611 F.3d 50, 54 (1st Cir. 2010) (quoting
Harrison v. NetCentric Corp., 744 N.E.2d 622, 632
concedes that plaintiff had contracts with the mutual clients
and that it was aware of these contracts, but argues that it
is entitled to summary judgment because plaintiff cannot
establish the third and fourth elements of their claim.
Improper Motive or Means
Determining whether a defendant's motive or means were
improper requires a case-by-case balancing of several
factors, including, inter alia, the nature of
defendant's conduct, the directness of the contractual
interference, and the interests sought to be advanced by the
defendant. See Pure Distributors, Inc. v. Baker, 285
F.3d 150, 157 (1st Cir. 2002); see also Restatement
(Second) of Torts § 767 (1979). The context-sensitive
nature of this inquiry and the sharp factual disputes
regarding defendant's actions and intent preclude summary
judgment in this case.
preliminary matter, defendant generally denies that it
advised merchants to cease payments to plaintiff and breach
their respective contracts. Yet plaintiff cites deposition
testimony, as well as e-mails between defendant and the
mutual clients, which suggest that defendant did counsel
clients to halt such payments with ...